Business Context and Reporting Period
Company: Brand Engagement Network Inc. (BNAI)
Filing Type: Form 8-K (Current Report)
Date of Report: August 21, 2025
Reporting Period: The filing addresses a compliance issue regarding the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.
Key Financial Metrics
This filing is a current report regarding regulatory compliance and does not contain financial statements. Consequently, the filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes and Events
- Delisting Notice: The Company received a notice from The Nasdaq Stock Market LLC on August 21, 2025, stating it is not in compliance with Listing Rule 5250(c)(1) due to the failure to timely file its Form 10-Q for the quarter ended June 30, 2025.
- Compliance Deadline: The Company has 60 calendar days from the notice date (until October 20, 2025) to regain compliance by filing the report or submitting a compliance plan.
- Current Listing Status: The notice has no immediate effect on the listing of the Company's common stock on Nasdaq.
Guidance, Outlook, and Risks
Management Commentary: The Company intends to file the delinquent Quarterly Report as soon as possible. If the report is not filed by October 20, 2025, the Company plans to submit a compliance plan to Nasdaq.
Potential Outcomes:
- If Nasdaq accepts the compliance plan, the Company may be granted up to 180 days from the original due date (until February 17, 2026) to regain compliance.
- If the plan is rejected, the Company will have the opportunity to appeal the decision to a Nasdaq Hearings Panel.
Risks: The filing includes standard forward-looking statement disclaimers, noting that actual results may differ materially from expectations due to various risks, including those described in the Company's 2024 Annual Report on Form 10-K.
Investor Verification Checklist
- Verify the filing status of the Form 10-Q for the quarter ended June 30, 2025, on the SEC EDGAR database.
- Monitor the Company's ability to file the report or submit a compliance plan by the October 20, 2025 deadline.
- Review the press release dated August 27, 2025 (Exhibit 99.1) for additional details on the delisting notice.
- Check for any subsequent filings regarding the acceptance or rejection of a compliance plan by Nasdaq.